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Completion of merger between Dampskibsselskabet Orion A/S and Shipholding Holding A/S
21 Dec, 2009
Completion of merger
The shareholders’ meetings in Dampskibsselskabet Orion A/S (the ”Company”) and Shipholding Holding A/S (Eitzen Bulk), respectively, have on 21 December 2009 resolved to approve the merger between the companies in accordance with the merger plan of 20 November 2009.
In connection with the merger, the Company takes over all assets and liabilities of Shipholding Holding A/S with effect for accounting purposes as of 1 January 2009. In the same connection the Company changes its registered name to Eitzen Bulk Shipping A/S.
The merger consideration of nominally DKK 221,385,020 new shares are transferred to the shareholders of Shipholding Holding A/S in accordance with the exchange ratio set out in the merger plan. It is expected that the capital increase will be registered by the Danish Commerce and Companies Agency on 21 December 2009 and that the new shares will be admitted to trading and official listing on NASDAQ OMX Copenhagen A/S with first day of trading on 23 December 2009.
For additional information on the merger, please see the Company’s announcement no. 186 of 20 November 2009 and the publicly available merger plan and merger statement.
Share Option Scheme in the Company
The Company’s general meeting has on 21 December 2009 approved guidelines for incentive based remuneration of the Company’s management. Based on these guidelines, the Company will enter into a share option agreement with management and certain key employees, including the Company’s chief executive officer, that will entitle the option holders to acquire shares in the Company subject to certain terms and conditions. The grant of share options is intended to provide an incentive to create further value in the Company and thereby contributing to the satisfaction of the Company’s long-term goals. For further information please see the Company’s announcement no 188.
Peter D. Knudsen, CEO of Camillo Eitzen & Co ASA (CECO) says: “We believe the merger will create an excellent opportunity to expand Eitzen Bulk’s existing operating activities by providing a platform for engaging further into ship owning at the right time. Eitzen Bulk shipping A/S will continue to be one of the key investments for CECO, and we are pleased that the key personnel have become co-owners in Eitzen Bulk Shipping A/S”.
Camillo Eitzen & Co ASA
